“Reasonable Best Efforts” - means commercially reasonable efforts and resources as commonly used by a similar size pharmaceutical company to Develop and Commercialise a product Controlled by such a company or to which it has exclusive rights, which product is at a similar stage in its development or product life and is of

Legacy shall use Commercially Reasonable Efforts to enforce [Section 3.5] of the Existing Ag Agreement.

Ovid shall use Reasonable Best Efforts to Develop Product at its own cost and risk.

Satisfaction of Conditions Precedent. During the term of this Agreement, Company will use its commercially reasonable efforts to satisfy or cause to be satisfied all the conditions precedent that are set forth in Article VIII, and the Company will use its commercially reasonable efforts to cause the transactions contemplated by this Agreement to be consummated.

“Commercially Reasonable Efforts” means, with respect to the efforts to be expended by any Person, with respect to any objective, those efforts that would be used by a pharmaceutical or biotechnology company in the same industry as such Person and with resources and capabilities similar to such Person to accomplish a similar objective under similar circumstances. With respect to any objective relating to the research, Development or Commercialization of a Licensed Product, “Commercially Reasonable Efforts” means that level, caliber and quality of efforts and resources consistent with those efforts and resources commonly used by a pharmaceutical or biotechnology company under similar circumstances for similar products or product candidates owned by it or to which it has similar rights, which product or product candidate is at a similar stage in its development or product life and is of similar market potential, taking into account, without limitation, with respect to each Licensed Product, # issues of safety, efficacy, product profile, # likelihood of receiving Regulatory Approval for the applicable Licensed Product, # potential to accelerate the development and regulatory timelines for the Licensed Product, # regulatory structure involved, # Regulatory Authority-approved labeling, # market potential of the Licensed Product, # potential benefit of the Licensed Product to patients with the relevant indication, # competitiveness in the marketplace, # proprietary position and # other relevant scientific, technical and business factors. “Commercially Reasonable Efforts” shall be determined on a country-by-country basis and activities that are conducted in one (1) country that have an effect on achieving the relevant objective in another EAST\200870719.16

Use Commercially Reasonable Efforts to perform its obligations under this Agreement and the New Brunswick Project.

The definition of “Commercially Reasonable Efforts” shall be amended in its entirety to read, as follows:

Buyer shall use its best efforts to cause its bank, broker, custodian or other nominee within

use commercially reasonable efforts to commercially exploit the Patent Rights (including, without limitation, by licensing); and

notwithstanding such efforts, the Good Reason Condition continues to exist at the end of the Cure Period; and